§ 15-4-1211 - Articles of incorporation or articles of organization.
15-4-1211. Articles of incorporation or articles of organization.
(a) The articles of incorporation for any corporation or the articles of organization of any limited liability company organized under the provisions of this subchapter shall state:
(1) The name of the company, which shall include the words "County Industrial Development Company" if the proposed company is to serve a single county, or "Regional Industrial Development Company" if the proposed company is to serve a region larger than a single county, and such designation as may be appropriate to distinguish it from any subsequent company which may be organized under the provisions of this subchapter, and the name shall be such as to distinguish it from any other corporation, limited liability company, limited partnership, limited liability partnership, and limited liability limited partnership organized and existing under the laws of the State of Arkansas as evidenced by the Secretary of State in writing;
(2) The purpose for which the company is formed;
(3) The period of duration of the company, which for a corporation may be perpetual or limited, but which for a limited liability company must be for a stated term;
(4) The address of the principal office of the company and the name and address of its agent upon whom process may be served;
(5) The total number of shares of common stock that the corporation is authorized to issue, which number shall be not less than one hundred (100) shares of common stock, each share having a par value of one hundred dollars ($100) in the case of a corporation or the total units of interest in the limited liability company that the limited liability company is authorized to issue, which number shall not be less than one hundred (100) units of interest, each unit of interest having a stated value of one hundred dollars ($100);
(6) The total number of shares of stock of any other class or distinction which a corporation is authorized to issue and its par value, if any, in the case of a corporation or the total number of units of other interests in a limited liability company that a limited liability company is authorized to issue and its stated value and preferences or limitations, if any;
(7) That no stockholder or member shall have preemptive rights with respect to any additional equity issued by the company or with respect to any debt issued by the company;
(8) That no stockholder shall be entitled to own more than ten percent (10%) of the total number of shares of voting stock issued at any time or that no member shall be entitled to own more than ten percent (10%) of the total units of interest of a limited liability company issued at any time;
(9) (A) In the case of a corporation, the number of directors, not fewer than six (6) nor more than fifteen (15), to be elected at the annual meeting of the holders of stock entitled to vote for the election of directors, in the case of a regional corporation, the requirement that at least one (1) director shall be a resident of each county composing the region and a prohibition of more than one-third (1/3) of the directors being residents of any single county, the terms of office of the directors, and any provisions desirable for staggering their terms of office.
(B) However, the terms of office of directors and other matters pertaining to the directors may be provided in the bylaws of the corporation;
(10) (A) In the case of a limited liability company, the number of members of the management committee, not fewer than six (6) nor more than fifteen (15), to be elected at the annual meeting of the members of the limited liability company entitled to vote for the election of the members of the management committee, in the case of a regional limited liability company, the requirement that at least one (1) member of the management committee shall be a resident of each county composing the region and a prohibition of more than one-third (1/3) of the members of the management committee being residents of any single county, the terms of office of the members of the management committee, and any provisions desirable for staggering their terms of office.
(B) However, the terms of office of members of the management committee and other matters pertaining to the members of the management committee may be provided in the operating agreement of the limited liability company;
(11) The names and addresses of the incorporators or organizers who shall constitute the board of directors or the management committee and manage the affairs of the company until the first meeting of the holders of the common stock or until the first meeting of the members of the limited liability company;
(12) (A) In the case of a limited liability company, that such an entity shall be a manager-managed limited liability company and shall be governed by a management committee elected by the holders of the units of interest of the limited liability company.
(B) The management committee shall appoint a chief operating officer, a chief financial officer, and such other officers as it deems appropriate;
(13) (A) In the case of a corporation, that the shares of the corporation shall be issued at such prices and with such rights and preferences as stated in the articles of incorporation, the bylaws, and as stated by the board of directors.
(B) In the case of a limited liability company, the ownership of the limited liability company shall be represented by units of interest that shall be issued at such prices and with such rights and preferences as stated in the articles of organization, the operating agreement, or as stated by the management committee of the limited liability company.
(C) (i) Stock and units of interest may be issued for consideration consisting of money paid, labor done, or property actually received, but neither promissory notes nor the promise of future services shall constitute valid consideration.
(ii) In all cases, shares or units of interest shall be issued at not less than the par value of one hundred dollars ($100) per share or the stated value of one hundred dollars ($100) per unit of interest; and
(14) Any provisions not inconsistent with law which the incorporators or organizers may choose to insert for the regulation of the business and the conduct of the affairs of the company.
(b) It shall not be necessary to set forth in the articles of incorporation or the articles of organization or the operating agreement any of the company powers enumerated in this subchapter.